<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
Commission file number 1-13020
-------
PETRO FINANCIAL CORPORATION
(Exact name of the registrant as specified in its charter)
DELAWARE 74-2699614
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6080 SURETY DR.
EL PASO, TEXAS 79905
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (915) 779-4711
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes No X
--- ---
================================================================================
<PAGE>
PETRO FINANCIAL CORPORATION
Index
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 3
Notes to Unaudited Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 5
SIGNATURES 6
2
<PAGE>
PART 1. Financial Information
Item 1. Financial Statements
PETRO FINANCIAL CORPORATION
UNAUDITED BALANCE SHEET
<TABLE>
<CAPTION>
December 31, June 30,
1996 1997
------------ --------
<S> <C> <C>
ASSETS
Current assets:
Cash $1,000 $1,000
------ ------
Total assets $1,000 $1,000
====== ======
CONTINGENCIES
- -------------
STOCKHOLDER'S EQUITY
Common stock, $.01 par value:
authorized 10,000 shares:
issued and outstanding 2,500 shares $ 25 $ 25
Additional paid-in capital 975 975
------ ------
Total stockholder's equity $1,000 $1,000
====== ======
</TABLE>
See accompanying notes to unaudited consolidated financial statements
3
<PAGE>
1) ORGANIZATION AND BASIS OF PRESENTATION
Petro Financial Corporation (the "Company") is a wholly-owned subsidiary of
Petro Stopping Centers, L.P. ("PSC") and was incorporated in February 1994 for
the sole purpose of acting as a co-obligor with PSC for the issuance of 100,000
units consisting of $100,000,000 12.5% Senior Notes due 2002 (the "Notes") and
100,000 exchangeable debt warrants (the "Warrants"). The Notes and Warrants are
recorded on the financial statements of PSC. In January 1997, PSC and the
Company, as co-obligors, issued $135,000,000 10.5% Senior Notes due 2007 (the
"New Notes") and made a tender offer for all of, and repurchased approximately
94% of the Notes and 99% of the Warrants. The New Notes are also recorded on
the financial statements of PSC. The Company has no employees and does not
conduct any operations.
The interim financial statements of the Company are unaudited. In the
opinion of management, the accompanying unaudited financial statements contain
necessary adjustments (consisting of only normal recurring adjustments) for
1997.
4
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Company is inactive and, accordingly, it has no operations and only
minimal assets.
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K
Incorporated herein by reference is a list of Exhibits contained in the
Exhibit Index on page 6 of this Quarterly Report.
(a) Exhibits
Exhibit 27-Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June
30, 1997.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PETRO FINANCIAL CORPORATION
(Registrant)
Date: August 12, 1997 /s/ Larry J. Zine
----------------------------------
Executive Vice President, and
Chief Financial Officer
(Principal Financial Officer)
6
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Description
- ----------- -------------------
27 Financial Data Schedule
7
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,000
<CURRENT-LIABILITIES> 0
<BONDS> 0<F1>
0
0
<COMMON> 25
<OTHER-SE> 975
<TOTAL-LIABILITY-AND-EQUITY> 1,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0<F1>
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>NOT SEPARATELY IDENTIFIED IN THE CURRENT FINANCIAL STATEMENTS OR
ACCOMPANYING NOTES THERETO.
</FN>
</TABLE>
